N.Y. Rural Electric Cooperative Law § 40: Conversion of existing domestic corporations

§ 40. Conversion of existing domestic corporations. Any corporation

organized under the laws of this state and supplying or authorized to

supply electric energy may be converted into a cooperative by complying

with the following requirements and shall thereupon become subject to

this chapter with the same effect as if originally organized under this

chapter:

(a) The proposition for the conversion of such corporation into a

cooperative and proposed articles of conversion to give effect thereto

shall be submitted to a meeting of the members or stockholders of such

corporation, the notice of which shall have attached thereto a copy of

the proposed articles of conversion;

(b) If the proposition for the conversion of such corporation into a

cooperative and the proposed articles of conversion, with any

amendments, are approved by the affirmative vote of not less than

two-thirds of those members of such corporation voting thereon at such

meeting, or, if such corporation is a stock corporation, by the

affirmative vote of the holders of not less than two-thirds of those

shares of the capital stock of such corporation represented at such

meeting and voting thereon, articles of conversion in the form approved

shall be executed and acknowledged on behalf of such corporation by its

president or vice-president and its seal shall be affixed thereto and

attested by its secretary. The articles of conversion shall recite that

they are executed pursuant to this chapter and shall state: (1) the

name of the corporation and the address of its principal office prior to

its conversion into a cooperative; (2) the statute or statutes under

which it was organized; (3) a statement that such corporation elects to

become a cooperative, non-profit, membership corporation subject to this

chapter; (4) its name as a cooperative; (5) the address of the principal

office of the cooperative; (6) the names and addresses of the directors

of the cooperative; and (7) the manner in which members or stockholders

of such corporation may or shall become members of the cooperative; and

may contain any provisions not inconsistent with this chapter deemed

necessary or advisable for the conduct of the business of the

cooperative. The president or vice-president executing such articles of

conversion shall make and annex thereto an affidavit stating that the

provisions of this section were duly complied with in respect of such

articles. The articles of conversion shall be deemed to be the articles

of incorporation of the cooperative.